InLoox, Inc.

Software Service Agreement

THESE SOFTWARE SERVICE TERMS AND CONDITIONS (“Agreement”) shall govern the provision of all services and support provided by InLoox, Inc., a Delaware Corporation (“InLoox”) for the person or entity that received or shall receive software (“Software”) from InLoox (“Licensee”). This Agreement enters into force (the “Effective Date”) on the effective date of an order for Software between InLoox and the Licensee which refers to this Agreement (“Order”). InLoox and Licensee may be referred to individually as “Party” and collectively as “Parties”.

BY CHECKING THE BOX NEXT TO THE STATEMENT “I ACCEPT THE TERMS OF THE SOFTWARE SERVICE AGREEMENT” LICENSEE AGREES TO BE BOUND BY THE FOLLOWING AGREEMENT. IF LICENSEE DOES NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN, THIS SOFTWARE SERVICE AGREEMENT DOES NOT ENTER INTO FORCE AND NEITHER PARTY SHALL HAVE ANY RIGHTS OR OBLIGATIONS HEREUNDER.

ONCE LICENSEE HAS AGREED TO THIS AGREEMENT IT SHALL NOT BE ENTITLED TO A CANCEL THE SERVICE OR RECEIVE A REFUND, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH HEREIN BELOW OR OTHERWISE REQUIRED BY LAW.

1. SOFTWARE SERVICE

a. InLoox agrees to provide web-based service to remedy defects in and remove bugs from the Software (“Service”). It will provide the Service by replacing the Software or by taking other actions it deems appropriate to correct defects or bugs, provided that the Licensee notified InLoox immediately after discovery of the bug or defect.

b. InLoox may, at no additional charge, make modifications to Software to improve its operation and reliability or to comply with legal requirements.

2. EXCLUSIONS FROM SERVICE

a. InLoox provides support only for qualified Software. Hardware and software not supplied or not approved by InLoox and software for which Licensee does not allow InLoox to incorporate engineering improvements will be considered nonqualified software. Licensee is responsible for removing nonqualified software to allow service of qualified Software.

b. Service does not include repairing damage to Software caused by site conditions that do not conform to InLoox’ specifications, or failures resulting from non-conformance with InLoox site specifications such as air conditioning failure or unusual electrical conditions.

c. InLoox’ obligation to provide Service shall be strictly conditioned upon Licensee being in full compliance with all terms and conditions of this Agreement.

d. InLoox shall have no obligation and refuse to perform Services as to defects or errors or other problems caused directly or indirectly by: (1) defects, misuse or failure of any hardware, software, data or other tangible or intangible items supplied by Licensee or third parties not retained by InLoox; or (2) modification, improvement or other alteration of any Software (including any underlying system or other software which interacts with the Software) or equipment upon which the Software is operating, by Licensee or any third party. No provision of any Order shall act as or imply the existence of any express or implied warranty that the Software shall, at any time, operate on a continuous or error free basis. InLoox may refuse to perform services if such services may infringe upon the intellectual property right of any third party or the violation of any court order or federal, state or local law, rule or regulation.

e. InLoox shall not be responsible for errors in or damage to any software or data (or for any resulting down-time, lost processing time or monetary loss or expense) directly or indirectly caused by or resulting from acts beyond the control of InLoox, including, without limitation, conflicts in operating system software (other than between Software and operating system software), conflicts in the host application of the Software (other than between Software and the host application of the Software), conflicts between any of the Software and other software not stipulated in the Order, re-configuration of software or equipment not required to resolve any problem for to which maintenance has been provided, interaction of the equipment or Software with other machinery and equipment not stipulated in the Order, operator error, data error, acts of God, war, fire, lightening, water, tornado, windstorm, hail, earthquake, explosion, smoke, aircraft, motor vehicle, collapse of building, strike, riot, vandalism or other civil disturbances, modification, neglect or misuse, failure of electrical power, air conditioning, or humidity control or any cause other than ordinary use.

3. UPGRADES AND UPDATES

a. InLoox shall provide Licensee with any future patches, fixes, corrections, enhancements program code changes, and improvements of the Software (“Updates”) as well as any enhancement as well as modifications designated by InLoox with a higher version number of the Software (“Upgrades”) that are created by InLoox.

b. InLoox will provide Updates and Upgrades to Licensee free of charge and via the Internet/online along with updated documentation in electronic form without a fee.

4. OBLIGATIONS OF THE LICENSEE

Licensee shall be responsible for security of its proprietary and confidential information and for maintaining a procedure external to the Software for reconstruction of lost or altered files, data or programs; and have a representative present at Licensee’s site at all times when Services are being performed by InLoox.

5. FEES, COSTS AND TAXES

a. Licensee shall pay InLoox an annual service fee for the Services. The amount of the service fee shall be 20% of all net license fees payable for the Software according to InLoox’ then current published price lists. The fee is payable within fourteen (14) calendar days after the Effective Date, and on the anniversary of such date during each subsequent year during the term of this Agreement.

b. Licensee agrees to pay InLoox the then current standard rate for InLoox’ services, time and materials, for any services Licensee requests from InLoox which are not within the scope of the Services within the meaning of section 1 hereof.

c. Licensee is responsible for any sales or use tax or any other fee imposed by federal, state, local, or other governmental entities pertaining to the services rendered and property provided under this Agreement.

6. PROPRIETARY RIGHTS

Licensee acknowledges and agrees that corrected, replaced, or updates Software remains the property of InLoox and constitutes a trade secret of InLoox.

7. TERM AND TERMINATION

a. The term of this Agreement shall commence on the Effective Date and shall have an initial term of twelve (12) months. It may be terminated to the end of the initial term or any Subsequent Terms upon one (1) day’s prior written notice. Unless so terminated, this Agreement shall automatically renew for subsequent twelve months periods (each a “Subsequent Term”).

b. This Agreement may be terminated by InLoox at any time in writing if Licensee breaches any material obligation under the End User License Agreement Licensee has entered into with InLoox (“EULA”), and such breach remains uncured after fourteen (14) day’s written notice of such breach.

c. The life cycle of each version of the Software is two years after that version’s last delivery to or installation at any InLoox Licensee. Upon expiry of this time period, such version of the Software reaches “end-of-life” status. InLoox shall be entitled to terminate this Agreement with three (3) months prior written notice for any version of the Software which has reached end-of-life status.

8. WARRANTY DISCLAIMER

TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, LICENSOR DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER.

9. EXCLUSIVE REMEDIES AND LIMITATION OF LIABILITY

a. For any breach of InLoox’ obligations contained in Section 1 above, Licensee’s exclusive remedy, and InLoox’ entire liability, shall be the re-performance of the Services or the replacement of the Software at InLoox’ sole cost.

b. THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDY AGAINST INLOOX FOR ANY BREACH OF ITS OBLIGATIONS UNDER SECTION 1 HEREOF OR FOR ANY OTHER CLAIM AGAINST INLOOX BASED ON ANY DEFECTS IN OR FOR NONPERFORMANCE OR DELAY IN PERFORMANCE OR DELIVERY OF SERVICES, WHETHER BASED ON CONTRACTS, WARRANTY, TORT, STRICT LIABILITY OR ANY OTHER THEORY WHATSOEVER AND IS MADE EXPRESSLY IN LIEU OF ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOSE OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE. THE AVAILABILITY OF ANY WARRANTY AS TO THIRD PARTY SOFTWARE IS STRICTLY LIMITED TO THOSE WARRANTIES, IF ANY, PROVIDED BY THE MANUFACTURER THEREOF.

c. IN NO EVENT SHALL INLOOX OR ITS AGENTS, SUCCESSORS OR ASSIGNS BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF INLOOX HAS BEEN ADVISED OF THE POTENTIAL THEREOF. WITHOUT EXPANDING INLOOX’ LIABILITY AS SET FORTH ABOVE, INLOOX’ LIABILITY FOR DEFECTS, NONPERFORMANCE OR DELAY IN THE PERFORMANCE OR DELIVERY OF SERVICES SHALL IN NO CASE EXCEED THE AMOUNT ACTUALLY PAID TO INLOOX FOR THE SERVICES THAT ARE THE CAUSE OF THE CLAIM.

d. InLoox provides no express or implied warranty of merchantability or fitness as to third-party software, or to any services provided by third parties and Licensee may look only to such provider for warranty.

10. GENERAL TERMS AND CONDITIONS OF SALE

InLoox’ General Terms And Conditions of Sale (www.inloox.com/terms) shall be fully incorporated in this Agreement by this reference. In case of any conflicts between any provisions of this Agreement and of the General Terms of Sale, the provisions in the body of this Agreement shall prevail.

11. ENTIRE AGREEMENT, SEVERABILITY

a. This Agreement constitutes the full and complete understanding and agreement of the Parties hereto with respect to the subject matter hereof and supersedes all prior communications, understandings and agreements between the Parties relating hereto.

b. If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to violate any statute or regulation or otherwise be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement, and all provisions not affected by such invalidity or such unenforceability shall remain in full force and effect. The parties hereby agree to substitute for any invalid or unenforceable provision a valid and enforceable provision that achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.

12. MODIFICATIONS AND WAIVER

a. Any waiver, modification or amendment of any provision of this Agreement shall be effective only if in writing and signed by the parties hereto.

b. No waiver by either party hereto of any provision of this Agreement shall operate or be construed as a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver.

13. NOTICES

a. Any notices provided for hereunder shall be given by hand-delivery or first class certified mail, return receipt requested, postage prepaid, or by overnight courier, or by electronic mail.

b. A notice given by registered or certified mail shall be deemed effective five (5) days after the date of mailing. A notice given by hand-delivery, overnight courier or electronic mail shall be deemed effective upon delivery to Licensee.

14. GOVERNING LAW AND VENUE

a. This Agreement will be governed by and construed in accordance with the laws of the State of California (excluding its conflicts of law rules).

b. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in San Francisco, California before one arbitrator(s). The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in San Francisco, California before one arbitrator(s). The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

15. ASSIGNMENT AND SUCCESSORS

a. The Licensee shall not assign this Agreement or any rights granted hereunder to any third party without the prior written permission of InLoox.

b. All of the terms, provisions and conditions of this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their representatives, heirs, successors, trustees, transferees, lawful assigns (in accordance with this Agreement) and legal representatives.